Agenda - 10-17-2017 - 8-d - Resolution to Refinance Existing Loan Obligations

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8 Exhibit B -- Draft Documents (a) A draft dated October 2, 2017, of a Supplemental Installment Financing Contract to be dated on or about November 1, 2017 (the "Financing Contract"), between the County and Orange County Public Facilities Company (the "Company), providing for the advance of funds to the County, for the County's obligation to repay the amounts advanced, and for the County's responsibilities for the use and care of the collateral. (b) A draft dated October 2, 2017, of a Deed of Trust and Security Agreement to be dated on or about November 1, 2017, from the County to a deed of trust trustee for the Company's benefit, providing for a security interest in property to secure the County's obligations under the Financing Contract. The County expects the security will consist of Morris Grove Elementary School and the County office building on West Margaret Lane in Hillsborough. (c) A draft dated October 2, 2017, of a First Supplemental Trust Agreement to be dated on or about November 1, 2017, between the Company and a Trustee, providing for the issuance of limited obligation bonds to generate funds for the advance to the County under the Financing Contract. The bonds are payable from amounts paid by the County under the Financing Contract. (d) A draft dated October 2, 2017, of an Escrow Agreement to be dated on or about November 1, 2017, between the County and the Trustee, providing for the safekeeping and investment of bond proceeds until the proceeds can be applied to the payment of existing obligations. (e) A draft of a Bond Purchase Agreement to be dated on or about November 2, 2017, providing for the underwriter's obligation to purchase the bonds. The final form of this Agreement will set out the final principal amount, principal payment schedule and interest rates for the bonds, and the other terms and conditions for the underwriter's obligation to purchase the bonds. 6